Definitions

As used in this chapter: 1. "Affiliate" means a person who directly, or indirectly through one or more intermediaries, controls, or is under the control of, or is under common control with, the person specified. 2. "Commissioner" means the North Dakota insurance commissioner. 3. "Department" means the North Dakota insurance department. 4. "Domestic mutual insurance company" means an insurance company organized on a mutual plan and incorporated under the laws of North Dakota. 5. "Interested person" means: a. An officer, director, partner, copartner, or employee of the mutual insurance holding company or its subsidiary or affiliates; b. A member of the immediate family of any natural person who is an officer, director, partner, or employee of the mutual insurance holding company or its subsidiary or affiliates or who owns, controls, or holds with power to vote, directly or indirectly, five percent or more of the mutual insurance holding company's or its subsidiary's or affiliate's outstanding voting securities; c. A person or partner or employee of any person who has acted as legal counsel for the person within the previous two years; or d. A natural person whom the commissioner by order shall have determined to be an interested person by reason of having had, at any time within the last two years, a material business or professional relationship with another person or with a principal executive officer of another person. 6. "Intermediate holding company" means a subsidiary holding company of a mutual insurance holding company or part of a holding company system that is controlled by a mutual insurance holding company pursuant to North Dakota Century Code chapter 26.1-12.1. 7. "Member of the immediate family" means a spouse, parent, spouse of a parent, child, spouse of a child, brother or sister, including step and adoptive relationships. 8. "Mutual insurance holding company" means a holding company organized on a mutual plan and incorporated under the laws of North Dakota, resulting from the reorganization of a domestic mutual insurance company pursuant to North Dakota Century Code chapter 26.1-12.1. 9. "Plan of reorganization" means a plan to engage or participate in a reorganization subject to North Dakota Century Code chapter 26.1-12.1. 10. "Stock" means any security evidencing an equity interest in the issuing entity. 11. "Stock offering" means any proposed sale, exchange, transfer, or other change of ownership of stock or of securities convertible into or exchangeable or exercisable for stock. For the purposes of these rules, "stock offering" does not mean: a. An offering of preferred stock that is not convertible or exchangeable into common stock and which has no ordinary voting rights; or b. A transfer of stock between any of the following: (1) A mutual insurance holding company; (2) An insurance company subsidiary of a mutual insurance holding company; (3) An intermediate holding company subsidiary of a mutual insurance holding company; and (4) An insurance company subsidiary of an intermediate holding company subsidiary to a mutual insurance holding company.